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cupcakeLPAParsingTest

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###Human: Determine if the accounting term GP Commitment from description The Manager may, but is not required to, subscribe to the Fund and be admitted as a Member with a Member's Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description The Manager may, but is not required to, subscribe to the Fund and be admitted as a Member with a Member's Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description "Outside Date" means the last day of the ten-year period beginning on the Effective Date unless the Manager has extended that period in accordance with Section 10.2, in which case the "Outside Date" means the expiration of that extended period. Fund will terminate on the Outside Date. Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Initial Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description "Outside Date" means the last day of the ten-year period beginning on the Effective Date unless the Manager has extended that period in accordance with Section 10.2, in which case the "Outside Date" means the expiration of that extended period. Fund will terminate on the Outside Date. Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Initial Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then (b) The Carry Percentage of the remainder, if any, to the Organizer ("Carried Interest"); and the rest of the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage is 0%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then (b) The Carry Percentage of the remainder, if any, to the Organizer ("Carried Interest"); and the rest of the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage is 0%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, additional Interests may be issued for up to 6 months after the first Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, additional Interests may be issued for up to 6 months after the first Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, which may include Digital Assets, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, which may include Digital Assets, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description "Fair Market Value" of property means the amount that would be paid for that property in cash by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description "Fair Market Value" of property means the amount that would be paid for that property in cash by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, "Follow- on Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments in accordance with the limitations and restrictions on additional Interests and Members under Section 4.4; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, "Follow- on Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments in accordance with the limitations and restrictions on additional Interests and Members under Section 4.4; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description At least 1%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description At least 1%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Subject to paragraph 6.1(c), the Management Fee for each calendar quarter shall be an amount equal to one quarter of the Annual Fee Amount. The “Annual Fee Amount” shall be an amount equal to the Management Fee Percentage multiplied by the Committed Capital of the Limited Partners. The “Management Fee Percentage” shall be equal to two percent (2%) for the calendar quarters beginning prior to the fifth (5th) anniversary of the Initial Closing Date. Thereafter, for the balance of the Partnership’s term, and commencing with the first full fiscal year that begins after the end of the Investment Period, the Management Fee Percentage shall be reduced annually by ten (10) basis points (i.e., by 0.1% per annum). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Subject to paragraph 6.1(c), the Management Fee for each calendar quarter shall be an amount equal to one quarter of the Annual Fee Amount. The “Annual Fee Amount” shall be an amount equal to the Management Fee Percentage multiplied by the Committed Capital of the Limited Partners. The “Management Fee Percentage” shall be equal to two percent (2%) for the calendar quarters beginning prior to the fifth (5th) anniversary of the Initial Closing Date. Thereafter, for the balance of the Partnership’s term, and commencing with the first full fiscal year that begins after the end of the Investment Period, the Management Fee Percentage shall be reduced annually by ten (10) basis points (i.e., by 0.1% per annum). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard mechanics here. 100% contribution at the closing upon which an LP is admitted may be required by the GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard mechanics here. 100% contribution at the closing upon which an LP is admitted may be required by the GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 7.4 above, the General Partner, in its sole discretion, may make distributions of cash or Marketable Securities on a Portfolio Company by Portfolio Company basis as follows: (i) First, if at the time of a proposed distribution the Limited Partners have not previously received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 or otherwise (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1), equal to the Limited Partners' aggregate capital contributions to the Partnership (“Payback”), such distribution shall be made to all Partners in proportion to their respective Partnership Percentages until Payback is achieved. (ii) Thereafter, such distribution shall be made: (1) eighty percent (80%) to all Partners in proportion to their respective Partnership Percentages and (2) twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 7.4 above, the General Partner, in its sole discretion, may make distributions of cash or Marketable Securities on a Portfolio Company by Portfolio Company basis as follows: (i) First, if at the time of a proposed distribution the Limited Partners have not previously received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 or otherwise (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1), equal to the Limited Partners' aggregate capital contributions to the Partnership (“Payback”), such distribution shall be made to all Partners in proportion to their respective Partnership Percentages until Payback is achieved. (ii) Thereafter, such distribution shall be made: (1) eighty percent (80%) to all Partners in proportion to their respective Partnership Percentages and (2) twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description Standard LP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description Standard LP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description Beginning with the fiscal year that ends December 31, 2021, the General Partner shall use reasonable efforts to transmit to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year, financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP or another recognized method of accounting, including without limitation tax basis accounting, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1 and any other tax information reasonably requested by a Limited Partner, to be prepared and delivered to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year. After the Investment Period and is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description Beginning with the fiscal year that ends December 31, 2021, the General Partner shall use reasonable efforts to transmit to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year, financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP or another recognized method of accounting, including without limitation tax basis accounting, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1 and any other tax information reasonably requested by a Limited Partner, to be prepared and delivered to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year. After the Investment Period and is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Both Fund and GP are Delaware limited partnerships. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Both Fund and GP are Delaware limited partnerships. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description LPA references separate Management Agreement that sets forth the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description LPA references separate Management Agreement that sets forth the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description LPA references separate Management Agreement that sets forth the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description LPA references separate Management Agreement that sets forth the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description “Commitment Period” means the period from and including the Initial Closing Date to and including the date that is the earliest to occur of: (i) the date that is two years from the Final Closing Date, or such later date as may be determined by Special Resolution; (ii) the date that such period is deemed to have ended in connection with the occurrence of a Key Person Event and the subsequent failure of the remaining Principals to provide acceptable replacements and to obtain Limited Partner approval by Special Resolution thereafter within the requisite ninety (90) day timeframe in accordance with Section 11.1; and (iii) the date that the Partnership is terminated pursuant to Section 11.2(a); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description “Commitment Period” means the period from and including the Initial Closing Date to and including the date that is the earliest to occur of: (i) the date that is two years from the Final Closing Date, or such later date as may be determined by Special Resolution; (ii) the date that such period is deemed to have ended in connection with the occurrence of a Key Person Event and the subsequent failure of the remaining Principals to provide acceptable replacements and to obtain Limited Partner approval by Special Resolution thereafter within the requisite ninety (90) day timeframe in accordance with Section 11.1; and (iii) the date that the Partnership is terminated pursuant to Section 11.2(a); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description Subject to any Extraordinary Resolution (75%) which may approve the extension of the term of the Partnership, the Partnership shall continue until the tenth (10th) anniversary of the Initial Closing Date (the “Initial Term”). Notwithstanding the foregoing, the General Partner shall be entitled to cause the term of the Partnership to be extended for up to a maximum of two (2) successive one (1) year periods (each such period, an “Extension Term”). Thereafter, the General Partner shall be entitled to cause the term of the Partnership to be extended upon the consent of Limited Partners by Ordinary Resolution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description Subject to any Extraordinary Resolution (75%) which may approve the extension of the term of the Partnership, the Partnership shall continue until the tenth (10th) anniversary of the Initial Closing Date (the “Initial Term”). Notwithstanding the foregoing, the General Partner shall be entitled to cause the term of the Partnership to be extended for up to a maximum of two (2) successive one (1) year periods (each such period, an “Extension Term”). Thereafter, the General Partner shall be entitled to cause the term of the Partnership to be extended upon the consent of Limited Partners by Ordinary Resolution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner may cause the Partnership to re-invest in additional Portfolio Investments any amount of Disposition Proceeds or Current Income received by the Partnership within five (5) years from the Initial Closing date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner may cause the Partnership to re-invest in additional Portfolio Investments any amount of Disposition Proceeds or Current Income received by the Partnership within five (5) years from the Initial Closing date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard capital calls provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard capital calls provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description To GP only. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description To GP only. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description (a) First, one hundred percent (100%) to the Limited Partner until the cumulative amount distributed to such Limited Partner in accordance with this Section 6.2(a) equals (without duplication) the Funded Commitment of such Limited Partner (which, for greater certainty, includes the amount of any Management Fee previously paid and attributable to such Limited Partner); (b) Thereafter, (i) eighty percent (80%) to the Limited Partner in respect of its Interest; and (ii) twenty percent (20%) to the General Partner in respect of the General Partner Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description (a) First, one hundred percent (100%) to the Limited Partner until the cumulative amount distributed to such Limited Partner in accordance with this Section 6.2(a) equals (without duplication) the Funded Commitment of such Limited Partner (which, for greater certainty, includes the amount of any Management Fee previously paid and attributable to such Limited Partner); (b) Thereafter, (i) eighty percent (80%) to the Limited Partner in respect of its Interest; and (ii) twenty percent (20%) to the General Partner in respect of the General Partner Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Permitted - see 8.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Borrowing from description Permitted - see 8.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description Date of final closing to be determined by GP. (c) Any Person admitted as a Subsequent Closing Partner pursuant to Section 10.6(a) above shall be: (i) treated as having been a party to this Agreement, and any such increased Commitment shall be treated as having been made, as of the Initial Closing Date for all purposes; (ii) required to pay to the Partnership an amount equal to its proportionate share of all Partnership Expenses from the date of the filing of the Certificate and all Organizational Expenses whenever incurred (plus interest thereon at a rate determined by the General Partner); and (iii) required to contribute its portion of all Capital Contributions used by the Partnership to fund Portfolio Investments made by the previously admitted Limited Partners from the Initial Closing Date as set forth in Article 3 (plus interest thereon at a rate determined by the General Partner). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Date of final closing to be determined by GP. (c) Any Person admitted as a Subsequent Closing Partner pursuant to Section 10.6(a) above shall be: (i) treated as having been a party to this Agreement, and any such increased Commitment shall be treated as having been made, as of the Initial Closing Date for all purposes; (ii) required to pay to the Partnership an amount equal to its proportionate share of all Partnership Expenses from the date of the filing of the Certificate and all Organizational Expenses whenever incurred (plus interest thereon at a rate determined by the General Partner); and (iii) required to contribute its portion of all Capital Contributions used by the Partnership to fund Portfolio Investments made by the previously admitted Limited Partners from the Initial Closing Date as set forth in Article 3 (plus interest thereon at a rate determined by the General Partner). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description the General Partner may in its sole discretion (but shall not be required to) make distributions of cash, property and securities to the Partners at any time and from time to time in the manner described in this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description the General Partner may in its sole discretion (but shall not be required to) make distributions of cash, property and securities to the Partners at any time and from time to time in the manner described in this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Orgnizational Expenses from description $200,000 cap, after which these are paid by the GP/Mgmt. Co. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Orgnizational Expenses from description $200,000 cap, after which these are paid by the GP/Mgmt. Co. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts (3.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Capital Accounts (3.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Determination and Allocation of Profits and Losses (Article 5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Determination and Allocation of Profits and Losses (Article 5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Withholding (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Withholding (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Considerations (8.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Considerations (8.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description (i) within ninety (90) days after the end of each Fiscal Year financial statements (including a statement of each Partner’s closing Capital Account balance and a valuation of each Portfolio Investment in accordance with GAAP) for the Partnership for such Fiscal Year (which statements shall be unaudited unless the General Partner determines in its sole discretion to cause such statements to be audited), together with a statement of all distributions during such Fiscal Year and summary financial and other information relating to each Portfolio Company; (ii) within ninety (90) days after the end of each Fiscal Year or as soon as reasonably practicable thereafter, a copy of Schedule K-1 to Internal Revenue Service Form 1065 (or any successor form and any state or local counterpart thereto), or equivalent information on a pro forma Schedule K-1, with respect to such Limited Partner’s Interest for such Fiscal Year; and (iii) [within sixty (60) days after the end of the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description (i) within ninety (90) days after the end of each Fiscal Year financial statements (including a statement of each Partner’s closing Capital Account balance and a valuation of each Portfolio Investment in accordance with GAAP) for the Partnership for such Fiscal Year (which statements shall be unaudited unless the General Partner determines in its sole discretion to cause such statements to be audited), together with a statement of all distributions during such Fiscal Year and summary financial and other information relating to each Portfolio Company; (ii) within ninety (90) days after the end of each Fiscal Year or as soon as reasonably practicable thereafter, a copy of Schedule K-1 to Internal Revenue Service Form 1065 (or any successor form and any state or local counterpart thereto), or equivalent information on a pro forma Schedule K-1, with respect to such Limited Partner’s Interest for such Fiscal Year; and (iii) [within sixty (60) days after the end of the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description (a) a security which is traded on a published market shall be valued at the average of the closing prices on each trading day during the trading day period beginning five (5) trading days immediately prior, the day of, and ending the five (5) trading days immediately after the date of determination, or if no sales occurred on any such day, the mean between the closing “bid” and “asked” prices on such day; and (b) all other securities shall be valued on such date by the General Partner in accordance with GAAP, taking into account the factors determined by the General Partner likely to affect the value is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description (a) a security which is traded on a published market shall be valued at the average of the closing prices on each trading day during the trading day period beginning five (5) trading days immediately prior, the day of, and ending the five (5) trading days immediately after the date of determination, or if no sales occurred on any such day, the mean between the closing “bid” and “asked” prices on such day; and (b) all other securities shall be valued on such date by the General Partner in accordance with GAAP, taking into account the factors determined by the General Partner likely to affect the value is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is an LLC managed by Assure FUnd Management II. Organizer is Dustin Zhang. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is an LLC managed by Assure FUnd Management II. Organizer is Dustin Zhang. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series LLC. Radicant Capital, LLC is the Manager and Organizer, Assure is the Administrative Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series LLC. Radicant Capital, LLC is the Manager and Organizer, Assure is the Administrative Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description “Outside Date” shall mean the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended such period in accordance with Section 10.2, in which case the “Outside Date” shall mean the expiration of such extended period. Prior to a dissolution pursuant to Paragraph 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one (1) year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description “Outside Date” shall mean the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended such period in accordance with Section 10.2, in which case the “Outside Date” shall mean the expiration of such extended period. Prior to a dissolution pursuant to Paragraph 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one (1) year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description All already contributed. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description All already contributed. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to paragraph 4.6, pro rata in accordance with Interests held by them, until each such Member has received aggregate distributions in an amount equal to such Member’s Capital Contribution; and then (ii) The remainder to the Members, the Manager, the Special Manager and the Organizer, pro rata in accordance with Interests held by them. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to paragraph 4.6, pro rata in accordance with Interests held by them, until each such Member has received aggregate distributions in an amount equal to such Member’s Capital Contribution; and then (ii) The remainder to the Members, the Manager, the Special Manager and the Organizer, pro rata in accordance with Interests held by them. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Admission of Members after Closing. Except as provided in Article VIII, following the Closing, no additional Members may be admitted to the Fund and no existing Members may be issued additional Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Admission of Members after Closing. Except as provided in Article VIII, following the Closing, no additional Members may be admitted to the Fund and no existing Members may be issued additional Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description Included as a fund expense. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description Included as a fund expense. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Amounts WIthheld (7.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Amounts WIthheld (7.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description Tax Reports. The Fund shall prepare and duly and timely file, at the Fund’s expense, all tax returns required to be filed by the Fund. The Manager shall send or cause to be sent to each Member within ninety (90) days after the end of each Fiscal Year, or such later date as determined in the discretion of the Manager, such information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include such Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description Tax Reports. The Fund shall prepare and duly and timely file, at the Fund’s expense, all tax returns required to be filed by the Fund. The Manager shall send or cause to be sent to each Member within ninety (90) days after the end of each Fiscal Year, or such later date as determined in the discretion of the Manager, such information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include such Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Follow-On Investment RIghts from description At times the Fund’s investment in the Portfolio Company by its terms gives rise to preferential rights or requests to purchase additional shares in the Portfolio Company’s future offerings. The Fund hereby assigns and delegates all such rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or “follow-on” investments in the Portfolio Company, the Fund shall not make such follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making such follow on investment and may extend any such investment opportunity to the Members at its own discretion. No action or inaction by the Organizer with respect to any Pro-Rata Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Follow-On Investment RIghts from description At times the Fund’s investment in the Portfolio Company by its terms gives rise to preferential rights or requests to purchase additional shares in the Portfolio Company’s future offerings. The Fund hereby assigns and delegates all such rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or “follow-on” investments in the Portfolio Company, the Fund shall not make such follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making such follow on investment and may extend any such investment opportunity to the Members at its own discretion. No action or inaction by the Organizer with respect to any Pro-Rata Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series of Assure Labs 2021, LLC. Manager is Assure, Organizer is Kube Holdings Limited, a UAE foreign corporation. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series of Assure Labs 2021, LLC. Manager is Assure, Organizer is Kube Holdings Limited, a UAE foreign corporation. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description The Organizer will receive a management fee as outlined in the Advisory Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description The Organizer will receive a management fee as outlined in the Advisory Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. 20% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. 20% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, the Manager may cause the Fund to enter into a loan agreement in which funds are repaid or converted into an Interest even if such conversion causes a Member to be admitted after the date in Section 4.4 as long as the loan is made to the Fund prior to the date in Section 4.4 and all Members acknowledge that such admittance or loan agreement could impact their Distributions or dilute their Interests in the Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Borrowing from description Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, the Manager may cause the Fund to enter into a loan agreement in which funds are repaid or converted into an Interest even if such conversion causes a Member to be admitted after the date in Section 4.4 as long as the loan is made to the Fund prior to the date in Section 4.4 and all Members acknowledge that such admittance or loan agreement could impact their Distributions or dilute their Interests in the Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Fund Control Structure from description Delaware series LP (this fund is Series I). Delaware LLC as the GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Delaware series LP (this fund is Series I). Delaware LLC as the GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description Commitment by GP and Affiliates of $200K. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description Commitment by GP and Affiliates of $200K. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Payable on a quarterly basis in advance equal to (x) during the period beginning on the Initial Closing and ending on the fourth anniversary thereof, 0.5625% (a 2.25% annual rate) times the Total Committed Capital of such Limited Partner; (y) during the period beginning on the fourth anniversary of the Initial Closing and ending on the eight anniversary of the Initial Closing, 0.3125% (a 1.25% annual rate); and (z) thereafter, the Management Fee shall be 0% (or $0.00). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Payable on a quarterly basis in advance equal to (x) during the period beginning on the Initial Closing and ending on the fourth anniversary thereof, 0.5625% (a 2.25% annual rate) times the Total Committed Capital of such Limited Partner; (y) during the period beginning on the fourth anniversary of the Initial Closing and ending on the eight anniversary of the Initial Closing, 0.3125% (a 1.25% annual rate); and (z) thereafter, the Management Fee shall be 0% (or $0.00). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description The Management Fee payable in a quarterly period shall be reduced by an amount equal to 100% of all Special Income received by a GP Person during the immediately preceding quarterly period (the “Offsetting Amount”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description The Management Fee payable in a quarterly period shall be reduced by an amount equal to 100% of all Special Income received by a GP Person during the immediately preceding quarterly period (the “Offsetting Amount”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description The period beginning on the Initial Closing and ending on the third anniversary thereof, unless sooner terminated pursuant to this Agreement; provided that the General Partner may, in its sole discretion, extend the Investment Period by up to twelve additional one (1) month periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description The period beginning on the Initial Closing and ending on the third anniversary thereof, unless sooner terminated pursuant to this Agreement; provided that the General Partner may, in its sole discretion, extend the Investment Period by up to twelve additional one (1) month periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 12 years. The term of the Partnership may be extended for up to two (2) consecutive additional one-year periods in the discretion of the General Partner and for such additional periods thereafter as approved in writing by the Advisory Committee. Two-thirds in interest of LPs may elect to terminate the fund early. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 12 years. The term of the Partnership may be extended for up to two (2) consecutive additional one-year periods in the discretion of the General Partner and for such additional periods thereafter as approved in writing by the Advisory Committee. Two-thirds in interest of LPs may elect to terminate the fund early. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description Permitted during investment period, provided that, with respect to a Partner, the aggregate cost basis of such Partner’s portion of all Investments (including Follow-On Investments) in Portfolio Companies during the term of the Partnership shall not exceed 150% of such Partner’s Capital Commitment without such Partner’s approval. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description Permitted during investment period, provided that, with respect to a Partner, the aggregate cost basis of such Partner’s portion of all Investments (including Follow-On Investments) in Portfolio Companies during the term of the Partnership shall not exceed 150% of such Partner’s Capital Commitment without such Partner’s approval. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard capital call procedures with 10 days notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard capital call procedures with 10 days notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description Standard 80/20 split after all capital back. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description Standard 80/20 split after all capital back. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description See section 7.3. Borrowing (subject to certain limits) is permitted, including securing such indebtedness with capital commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description See section 7.3. Borrowing (subject to certain limits) is permitted, including securing such indebtedness with capital commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description 18 month fundraising period. For subsequent closings: Upon the admission of any Subsequently Admitted Partners to the Partnership: (1) the Partnership’s assets shall not be revalued except to the extent the General Partner deems necessary or appropriate in its discretion; (2) such Subsequently Admitted Partners will be required to contribute to the Partnership (i) a percentage of its Capital Commitment (or, a percentage of the increase of such Partner s Capital Commitment, as applicable) equal to the percentage of Capital Commitments funded to date by previously admitted Limited Partners for all uses other than the payment of Management Fees in accordance with Section 3.2 from the Initial Closing (net of any Capital Contributions returned to such Limited Partners pursuant to Section 3.2(c), including any amounts returned to such Limited Partners in connection with the admission of or increase by such additional Limited Partners) and (ii) its portion of the Management Fe is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description 18 month fundraising period. For subsequent closings: Upon the admission of any Subsequently Admitted Partners to the Partnership: (1) the Partnership’s assets shall not be revalued except to the extent the General Partner deems necessary or appropriate in its discretion; (2) such Subsequently Admitted Partners will be required to contribute to the Partnership (i) a percentage of its Capital Commitment (or, a percentage of the increase of such Partner s Capital Commitment, as applicable) equal to the percentage of Capital Commitments funded to date by previously admitted Limited Partners for all uses other than the payment of Management Fees in accordance with Section 3.2 from the Initial Closing (net of any Capital Contributions returned to such Limited Partners pursuant to Section 3.2(c), including any amounts returned to such Limited Partners in connection with the admission of or increase by such additional Limited Partners) and (ii) its portion of the Management Fe is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Only cash and marketable securities may be distributed prior to liquidiation unless a majority of LPs consent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Only cash and marketable securities may be distributed prior to liquidiation unless a majority of LPs consent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description Standard GP clawback, capped at amounts actually received by GP less taxes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description Standard GP clawback, capped at amounts actually received by GP less taxes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description If, in the discretion of the General Partner, the Partnership assets are insufficient to fulfill any Liability of the Partnership after the maximum amount permitted by Section 3.2(a) and Section 3.2(b) has been contributed, the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such Liability. Each Partner shall make such contributions upon not less than ten (10) calendar days’ prior written notice from the General Partner of such Partner’s pro rata share of the amount necessary to satisfy such liability or obligation so as to achieve the net distributions that would result if the recalled distributions had not been made (with any in-kind distributions that are to be returned in-kind valued as of such recall). In no event shall any Partner be required to contribute capital pursuant to this Section 5.8 in excess of the lesser of (A) the amount of distributions received by such Partner and (B) 25% of such Partner’s is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description If, in the discretion of the General Partner, the Partnership assets are insufficient to fulfill any Liability of the Partnership after the maximum amount permitted by Section 3.2(a) and Section 3.2(b) has been contributed, the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such Liability. Each Partner shall make such contributions upon not less than ten (10) calendar days’ prior written notice from the General Partner of such Partner’s pro rata share of the amount necessary to satisfy such liability or obligation so as to achieve the net distributions that would result if the recalled distributions had not been made (with any in-kind distributions that are to be returned in-kind valued as of such recall). In no event shall any Partner be required to contribute capital pursuant to this Section 5.8 in excess of the lesser of (A) the amount of distributions received by such Partner and (B) 25% of such Partner’s is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description See "Reports" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description See "Reports" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Article IV - Capital Accounts and Allocations. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Article IV - Capital Accounts and Allocations. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 5.6 - Other Provisions Relating to Distributions (Tax Distributions, Withholding) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 5.6 - Other Provisions Relating to Distributions (Tax Distributions, Withholding) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 9.1 - Tax Matters from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 9.1 - Tax Matters from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 9.2 - Other Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 9.2 - Other Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 9.3 - Income Tax Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Section 9.3 - Income Tax Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Section 9.4 - Section 1045 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 9.4 - Section 1045 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner shall cause the Partnership’s tax returns and Schedule K-1s to be prepared and delivered to the Limited Partners by March 15 of each calendar year or as soon as possible thereafter. Following the Partnership’s first Investment in a Portfolio Company, the General Partner shall transmit to each Limited Partner (a) within sixty (60) days after the end of each of the first three quarters of each Fiscal Year (or as soon thereafter as is reasonably possible), a report on the status of the Partnership’s Investments and unaudited quarterly financial statements; and (b) within one hundred and twenty (120) days after the end of each Fiscal Year (or as soon thereafter as is reasonably possible), audited financial statements of the Partnership prepared in accordance with Section 8.1, a statement of changes in such Limited Partner’s Capital Account from the Partnership’s books and records, and a list of the Investments then held. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Reports from description The General Partner shall cause the Partnership’s tax returns and Schedule K-1s to be prepared and delivered to the Limited Partners by March 15 of each calendar year or as soon as possible thereafter. Following the Partnership’s first Investment in a Portfolio Company, the General Partner shall transmit to each Limited Partner (a) within sixty (60) days after the end of each of the first three quarters of each Fiscal Year (or as soon thereafter as is reasonably possible), a report on the status of the Partnership’s Investments and unaudited quarterly financial statements; and (b) within one hundred and twenty (120) days after the end of each Fiscal Year (or as soon thereafter as is reasonably possible), audited financial statements of the Partnership prepared in accordance with Section 8.1, a statement of changes in such Limited Partner’s Capital Account from the Partnership’s books and records, and a list of the Investments then held. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Valuation from description Subject to the specific standards set forth below, the valuation of Securities and other assets and liabilities under this Agreement shall be as determined by the General Partner in its discretion pursuant to its valuation policies established with respect to the Partnership; provided that the General Partner may delegate such valuation determinations to a third party. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description Subject to the specific standards set forth below, the valuation of Securities and other assets and liabilities under this Agreement shall be as determined by the General Partner in its discretion pursuant to its valuation policies established with respect to the Partnership; provided that the General Partner may delegate such valuation determinations to a third party. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Removal from description Removal of GP following a cause event is permitted with the vote of two-thirds in interest of LPs. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Removal from description Removal of GP following a cause event is permitted with the vote of two-thirds in interest of LPs. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Exclusion from description (a) The General Partner shall have the right in its sole discretion to excuse any Limited Partner (an “Excused Partner”) from making all or a portion of any required Capital Contribution in respect of any Investment (an “Excluded Investment”) if making such Capital Contribution, despite the General Partner’s use of commercially reasonable efforts to avoid such result, (i) could result in materially adverse consequences to the Partnership, (ii) would have a reasonable likelihood of causing the Excused Partner to be in violation of statute, law, regulation or written investment policy applicable to such Excused Partner in effect at the time the Excused Partner is admitted to the Partnership (to the extent the General Partner has been notified of such potential by the Excused Partner at least five (5) Business Days prior to the due date of payment of the Capital Contribution) or (iii) would cause the assets of the Partnership to be “plan assets” for purposes of ERISA and Section 4975 of t is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Exclusion from description (a) The General Partner shall have the right in its sole discretion to excuse any Limited Partner (an “Excused Partner”) from making all or a portion of any required Capital Contribution in respect of any Investment (an “Excluded Investment”) if making such Capital Contribution, despite the General Partner’s use of commercially reasonable efforts to avoid such result, (i) could result in materially adverse consequences to the Partnership, (ii) would have a reasonable likelihood of causing the Excused Partner to be in violation of statute, law, regulation or written investment policy applicable to such Excused Partner in effect at the time the Excused Partner is admitted to the Partnership (to the extent the General Partner has been notified of such potential by the Excused Partner at least five (5) Business Days prior to the due date of payment of the Capital Contribution) or (iii) would cause the assets of the Partnership to be “plan assets” for purposes of ERISA and Section 4975 of t is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description The General Partner shall contribute capital to the Partnership, in cash, in an amount equal to the greater of one million dollars ($1,000,000) and five percent (5%) of the amount contributed by all Partners on each date on which any Limited Partner makes a contribution. As of the date of this Agreement, the General Partner has contributed the securities listed on Exhibit B hereto and an amount equal to the fair market value of such securities on the date contributed shall be treated as a capital contribution by the General Partner and shall reduce the amount the General Partner otherwise would be obligated to contribute pursuant to the first sentence of this paragraph 4.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description The General Partner shall contribute capital to the Partnership, in cash, in an amount equal to the greater of one million dollars ($1,000,000) and five percent (5%) of the amount contributed by all Partners on each date on which any Limited Partner makes a contribution. As of the date of this Agreement, the General Partner has contributed the securities listed on Exhibit B hereto and an amount equal to the fair market value of such securities on the date contributed shall be treated as a capital contribution by the General Partner and shall reduce the amount the General Partner otherwise would be obligated to contribute pursuant to the first sentence of this paragraph 4.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description (a) Commencing on the Activation Date, the General Partner or an entity or entities designated by the General Partner shall be compensated on a quarterly basis for services rendered over the remainder of the term of the Partnership by the payment by the Partnership in cash to the General Partner (or its designee) on the first day of each fiscal quarter of a management fee. The first day of each fiscal quarter shall be January 1, April 1, July 1 and October 1, or on the next closest succeeding business day of each calendar quarter; provided, however, that the initial management fee shall be payable upon the Activation Date (or upon the date that Partners first contribute capital to the Partnership pursuant to paragraph 4.2 above) and shall be proportionately reduced based upon the ratio of the number of days in such initial quarter bears to ninety (90). (b) The management fee for each fiscal quarter shall be an amount equal to the Committed Capital as of the first day of each such qu is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description (a) Commencing on the Activation Date, the General Partner or an entity or entities designated by the General Partner shall be compensated on a quarterly basis for services rendered over the remainder of the term of the Partnership by the payment by the Partnership in cash to the General Partner (or its designee) on the first day of each fiscal quarter of a management fee. The first day of each fiscal quarter shall be January 1, April 1, July 1 and October 1, or on the next closest succeeding business day of each calendar quarter; provided, however, that the initial management fee shall be payable upon the Activation Date (or upon the date that Partners first contribute capital to the Partnership pursuant to paragraph 4.2 above) and shall be proportionately reduced based upon the ratio of the number of days in such initial quarter bears to ninety (90). (b) The management fee for each fiscal quarter shall be an amount equal to the Committed Capital as of the first day of each such qu is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years. Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partners extend the Partnership term for up to three (3) additional one (1) year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years. Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partners extend the Partnership term for up to three (3) additional one (1) year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard capital call provision. LPs under $250K may be required to make contributions in excess of what's called from other LPs, and it'd be treated as an advanced capital contribution. See 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard capital call provision. LPs under $250K may be required to make contributions in excess of what's called from other LPs, and it'd be treated as an advanced capital contribution. See 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) In addition to any distributions made pursuant to paragraph 7.4 above, the General Partner may make distributions of cash or Marketable Securities as follows: (i) First, to all Partners in proportion to their respective Capital Commitments, until such time as the aggregate distributions made (or deemed made) pursuant to this paragraph 7.5(a)(i) in the current Accounting Period and all prior Accounting Periods is equal to the aggregate capital contributions made by the Partners in the current Accounting Period and all prior Accounting Periods; and (ii) Thereafter, twenty percent (20%) to the General Partner and eighty percent (80%) to all Partners in proportion to their respective Partnership Percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) In addition to any distributions made pursuant to paragraph 7.4 above, the General Partner may make distributions of cash or Marketable Securities as follows: (i) First, to all Partners in proportion to their respective Capital Commitments, until such time as the aggregate distributions made (or deemed made) pursuant to this paragraph 7.5(a)(i) in the current Accounting Period and all prior Accounting Periods is equal to the aggregate capital contributions made by the Partners in the current Accounting Period and all prior Accounting Periods; and (ii) Thereafter, twenty percent (20%) to the General Partner and eighty percent (80%) to all Partners in proportion to their respective Partnership Percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description (b) Notwithstanding subparagraph (a) above, additional persons may be admitted as Limited Partners (or existing Limited Partners may increase their Capital Commitments) with the consent of only the General Partner on or before the one year anniversary of the Activation Date (the “Final Closing Date”). (c) Each additional person admitted as a Limited Partner (and each existing Limited Partner that increases its Capital Commitment) subsequent to the Activation Date shall (i) execute and deliver to the Partnership a counterpart of this Agreement or otherwise become bound by the terms of this Agreement; (ii) contribute that percentage of its Capital Commitment which is equal to the percentage of its Capital Commitment contributed to date by the Partnership’s previously admitted Limited Partners; and (iii) pay to the Partnership interest on its pro rata share of all previous capital contributions to the Partnership at the Prime Rate, as determined on the dates of such previous capital cont is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description (b) Notwithstanding subparagraph (a) above, additional persons may be admitted as Limited Partners (or existing Limited Partners may increase their Capital Commitments) with the consent of only the General Partner on or before the one year anniversary of the Activation Date (the “Final Closing Date”). (c) Each additional person admitted as a Limited Partner (and each existing Limited Partner that increases its Capital Commitment) subsequent to the Activation Date shall (i) execute and deliver to the Partnership a counterpart of this Agreement or otherwise become bound by the terms of this Agreement; (ii) contribute that percentage of its Capital Commitment which is equal to the percentage of its Capital Commitment contributed to date by the Partnership’s previously admitted Limited Partners; and (iii) pay to the Partnership interest on its pro rata share of all previous capital contributions to the Partnership at the Prime Rate, as determined on the dates of such previous capital cont is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts (4.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts (4.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description The Partnership shall make a “Tax Distribution” to each Partner, in cash, in an amount equal to the excess, if any, of (i) the Applicable Tax Rate multiplied by the net taxable income allocated to such Partner as a result of such Partner’s ownership of an interest in the Partnership for the current fiscal year, over (ii) all cash distributions made pursuant to this paragraph 7.4 or paragraph 7.5 during such fiscal year (other than amounts distributed pursuant to this paragraph 7.4 during such fiscal year in respect of net taxable income allocated to the Partners during the preceding fiscal year); provided, however, that (i) the General Partner shall not be required to make any such distribution if the total amount to be distributed to all Partners is less than one million dollars ($1,000,000) and (ii) the General Partner shall have the authority, in its sole discretion, to make good faith estimates of amounts expected to be distributable pursuant to this paragraph 7.4 with respect to a is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description The Partnership shall make a “Tax Distribution” to each Partner, in cash, in an amount equal to the excess, if any, of (i) the Applicable Tax Rate multiplied by the net taxable income allocated to such Partner as a result of such Partner’s ownership of an interest in the Partnership for the current fiscal year, over (ii) all cash distributions made pursuant to this paragraph 7.4 or paragraph 7.5 during such fiscal year (other than amounts distributed pursuant to this paragraph 7.4 during such fiscal year in respect of net taxable income allocated to the Partners during the preceding fiscal year); provided, however, that (i) the General Partner shall not be required to make any such distribution if the total amount to be distributed to all Partners is less than one million dollars ($1,000,000) and (ii) the General Partner shall have the authority, in its sole discretion, to make good faith estimates of amounts expected to be distributable pursuant to this paragraph 7.4 with respect to a is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocations of Net Profit and Net Loss (5.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocations of Net Profit and Net Loss (5.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Special Allocations (5.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Special Allocations (5.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Withholding (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Withholding (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Matters Partner (11.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Matters Partner (11.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description (a) The General Partner shall cause the Partnership’s federal, state and local tax returns and IRS Form 1065, Schedule K-1, to be prepared and delivered to the Limited Partners within ninety (90) days after the close of the Partnership’s tax year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description (a) The General Partner shall cause the Partnership’s federal, state and local tax returns and IRS Form 1065, Schedule K-1, to be prepared and delivered to the Limited Partners within ninety (90) days after the close of the Partnership’s tax year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner shall transmit to the Limited Partners within ninety (90) days after the close of the Partnership’s fiscal year financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with generally accepted accounting principles, including an income statement for the year then ended and balance sheet as of the end of such year, a statement of changes in the Partners’ Capital Accounts, a statement of cash flows, and a list of investments then held. The financial statements shall be accompanied by a report from the General Partner to the Limited Partners, which shall include a status report on investments then held and a summary of acquisitions and dispositions of investments made by the Partnership during the preceding year is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner shall transmit to the Limited Partners within ninety (90) days after the close of the Partnership’s fiscal year financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with generally accepted accounting principles, including an income statement for the year then ended and balance sheet as of the end of such year, a statement of changes in the Partners’ Capital Accounts, a statement of cash flows, and a list of investments then held. The financial statements shall be accompanied by a report from the General Partner to the Limited Partners, which shall include a status report on investments then held and a summary of acquisitions and dispositions of investments made by the Partnership during the preceding year is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description See Section 12.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description See Section 12.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes Is the management fee offset by any such placement fees: No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes Is the management fee offset by any such placement fees: No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Custom Closing Flow Requirements from description No sub docs provided, but I doubt it. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Custom Closing Flow Requirements from description No sub docs provided, but I doubt it. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Restrictions from description (a) Without the consent of a Majority in Interest of the Limited Partners, no more than twenty percent (20%) of the Partnership’s Committed Capital (determined on a cost basis at the time of investment) may be invested in investment syndicates organized through the AngelList platform. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Restrictions from description (a) Without the consent of a Majority in Interest of the Limited Partners, no more than twenty percent (20%) of the Partnership’s Committed Capital (determined on a cost basis at the time of investment) may be invested in investment syndicates organized through the AngelList platform. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is a series LLC managed by Assure Fund Management II. Organizer is Moshe Lifschitz. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is a series LLC managed by Assure Fund Management II. Organizer is Moshe Lifschitz. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Brad Flora is the Manager, Assure is the "Administrative Manager". Fund is an LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Brad Flora is the Manager, Assure is the "Administrative Manager". Fund is an LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its Subscription Amount (as defined in the Member's Subscription Agreement) in exchange for an Interest. The Manager, in its sole discretion, may accept Digital Assets as a Member's Capital Contribution. If a Member's Capital Contribution includes Digital Assets, then (i) the value of those Digital Assets will be the same U.S. dollar value those Digital Assets are accepted by a Portfolio Company; or (ii) the Manager will convert those Digital Assets into U.S. dollar at an exchange of its choice, and the Capital Contribution of that Member will be the U.S. dollar received upon conversion, net of any conversion fees. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its Subscription Amount (as defined in the Member's Subscription Agreement) in exchange for an Interest. The Manager, in its sole discretion, may accept Digital Assets as a Member's Capital Contribution. If a Member's Capital Contribution includes Digital Assets, then (i) the value of those Digital Assets will be the same U.S. dollar value those Digital Assets are accepted by a Portfolio Company; or (ii) the Manager will convert those Digital Assets into U.S. dollar at an exchange of its choice, and the Capital Contribution of that Member will be the U.S. dollar received upon conversion, net of any conversion fees. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then (b) The Carry Percentage of the remainder, if any, to the Organizer ("Carried Interest"); and the rest of the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage is 10%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then (b) The Carry Percentage of the remainder, if any, to the Organizer ("Carried Interest"); and the rest of the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage is 10%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Digital Asset distributions from description For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager, in good faith, on the basis of the Fair Market Value of those Digital Assets as of the Set Valuation Date. The Capital Accounts of the Members will be adjusted accordingly as the result of any Distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Digital Asset distributions from description For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager, in good faith, on the basis of the Fair Market Value of those Digital Assets as of the Set Valuation Date. The Capital Accounts of the Members will be adjusted accordingly as the result of any Distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the Initial Closing, additional Interests may be issued for up to six months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the Initial Closing, additional Interests may be issued for up to six months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Delaware LP, GP is a Delaware LLC. Management company is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Delaware LP, GP is a Delaware LLC. Management company is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description .25% (to be paid either in cash or as an off-set against Management Fees). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description .25% (to be paid either in cash or as an off-set against Management Fees). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}